Page 312 - Albanian law on entrepreuners and companies - text with with commentary

valid as if every such person had been duly appointed and was qualified and had continued
to be a Managing Director and had been entitled to vote.
(6) A resolution in writing signed by all the Managing Directors entitled to receive notice of
a meeting of Managing Directors or of a committee of Managing Directors shall be as valid
and effectual as if it had been passed at a meeting of Managing Directors or (as the case may
be) a committee of Managing Directors duly convened and held.

Article 23: Restrictions on Voting
(1) A Managing Director shall not enter into any arrangement nor vote at a meeting of
Managing Directors or of a committee of Managing Directors on any resolution concerning
a matter in which he/she has, directly or indirectly, an interest or duty which is material and
which conflicts or may conflict with the interests of the company in accordance with
Article 13 of the Law unless at a General Meeting all members have agreed to
1. authorize his/her entry into such an agreement and
2. authorize him/her to vote on any such matter.
The authorization may be general or specific to a particular matter. General approval must
be registered with the National Registration Centre.
(2) A Managing Director shall not be counted in the quorum present at a meeting in relation
to a resolution on which he/she is not entitled to vote. Article 89 of the Law applies
accordingly to the exclusion of a Managing Director from decision making at such a
meeting.
(3) If a question arises at a meeting of Managing Directors or of a committee of Managing
Directors as to the right of a Managing Director to vote, the question may, before the
conclusion of the meeting, be referred to the Chairman/woman of the meeting and his/her
ruling in relation to any Director other than him/herself shall be final and conclusive.

Article 24: Minutes of Managing Directors’ Meetings
The Managing Directors shall cause minutes to be made in books kept for this purpose
1. of all appointments made by the Managing Directors; and
2. of all proceedings at General Meetings and at meetings of Managing Directors, and of
committees of Managing Directors, including the names of the Managing Directors present
at each such meeting.

Title V
Dividends and Capitalization of Profits

Article 25: Dividends
(1) After having met the requirements of Article 77 of the Law, the company may by
qualified resolution declare to distribute dividends in accordance with the respective rights
of the members.

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